2026 China Proxy Season Preview

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• Gender diversity on Corporate Boards: Female representation on corporate boards in Mainland China continues to make steady progress, accompanied by a marked reduction in the number of all‑male boards over the past five years. Although Mainland China has not introduced mandatory gender diversity requirements, advancements have been supported by constructive market forces—including increasing investor expectations, strengthened governance practices, and the influence of evolving global norms.
• Overseas Listing Pipeline and H‑Share Filings: For mainland‑listed issuers, Hong Kong now offers clearer regulatory visibility and greater flexibility around capital management and internationalisation, positioning it as a pivotal platform for sustained cross‑border growth.
• Major Asset Restructuring Landscape in China: Clearer rules and a more streamlined review framework supported a rebound of Major Asset Restructuring activity in 2025, with restructurings used to adjust portfolios, support industrial upgrading, and reinforce competitive positions among listed companies.
• Revised Code of Corporate Governance: Effective on Jan. 1, 2026, the new code imposes stricter, enforceable requirements on executive remuneration and sustainability governance, mandating performance‑linked pay, strengthened long‑term incentive discipline, and enhanced ESG disclosures to promote long‑term value creation and responsible corporate behaviour.
• China’s ESG Disclosure Progress: ESG reporting frameworks advanced steadily through layered legal structures and detailed implementation guidelines.
• Release of the Regulation on the Supervision and Administration of Listed Companies (Draft): On Dec. 5, 2025, the daft of Regulation on the Supervision and Administration of Listed Companies was released by the China Securities Regulatory Commission (“the Draft”). The Draft targets to enhance investor protection by tightening regulatory requirements for financial reporting, mergers and acquisitions, and by expanding the liability of major shareholders for illicit conduct.

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